0000032258-02-000003 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • March 25th, 2002 • Titan Corp • Services-computer integrated systems design • California

THIS EXCHANGE AGREEMENT (this "Agreement",) is entered into as of February 11, 2002, by and between SUREBEAM CORPORATION, a Delaware corporation ("SureBeam"), and THE TITAN CORPORATION, a Delaware corporation ("Titan").

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EXCHANGE AGREEMENT
Exchange Agreement • March 25th, 2002 • Titan Corp • Services-computer integrated systems design • California

THIS EXCHANGE AGREEMENT (this "Agreement") is entered into as of December 31, 2001, by and between SUREBEAM CORPORATION a Delaware corporation ("SureBeam"), and THE TITAN CORPORATION, a Delaware corporation ("Titan").

LICENSE AGREEMENT
License Agreement • March 25th, 2002 • Titan Corp • Services-computer integrated systems design • California

THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”) is entered into effective as of October 17, 2001 (the “Effective Date”), by and between SB OPERATINGCO, INC., a Delaware corporation (“SureBeam”), and THE TITAN CORPORATION a Delaware corporation (“Licensee”).

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT, dated as of February 13, 2002 among THE TITAN CORPORATIONEvents of Default, as the Borrower, Various Financial Institutions From Time To Time Parties Hereto, as the Lenders, CREDIT SUISSE FIRST...
Senior Secured Credit Agreement • March 25th, 2002 • Titan Corp • Services-computer integrated systems design • New York

The Total Debt to EBITDA Ratio used to compute the Applicable Margin shall be determined as at the last day of each Fiscal Quarter as set forth in the Compliance Certificate most recently delivered by the Borrower to the Administrative Agent; changes in interest rates resulting from changes in such ratio shall become effective on the first day on which the financial statements covering the quarter-end date as of which such ratio is computed are filed with the SEC. If the Borrower shall fail to deliver a Compliance Certificate within 60 days after the end of any Fiscal Quarter (or within 105 days, in the case of the last Fiscal Quarter of the Fiscal Year), the Applicable Margin from and including the 61st (or 106th, as the case may be) day after the end of such Fiscal Quarter to but not including the date the Borrower delivers to the Administrative Agent a Compliance Certificate shall conclusively equal the highest Applicable Margin set forth above. From the Effective Date until the del

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